Crowdfunding and equity crowdfunding: the legal framework in France (2026)

Crowdfunding and equity crowdfunding: what the law says in 2026

Crowdfunding covers several models: donations or rewards, interest-bearing loans (crowdlending), and subscription for securities (equity crowdfunding: shares, bonds, other instruments). In France, the law has been extensively harmonized by Regulation (EU) 2020/1503 on European crowdfunding service providers (PSFP), applicable since November 2021, with the transitional period ending on 10 November 2023. Every platform operating in the Union must now be authorized as a PSFP.

Historically, France created national statuses (CIP/IFP) in 2014 through Ordinance no. 2014-559 on crowdfunding. These statuses have been replaced by the European regime. In practice, the Autorité des marchés financiers (AMF) authorizes and supervises PSFPs for securities offerings, while the Autorité de contrôle prudentiel et de résolution (ACPR) handles lending and payment-services aspects. The AMF centralizes practical information on operating as a PSFP (AMF PSFP guide).

The European framework (ECSP) and its main principles

The Regulation (EU) 2020/1503 (known as ECSP) defines a common framework across Member States: platform authorization and governance conditions, disclosure obligations, investor categorization and risk-management arrangements. The AMF provides a useful practical summary (new crowdfunding framework).

Scope

• Loans (interest-bearing or not) and placement of securities (shares, bonds, other instruments admitted for crowdfunding purposes), including business real-estate projects.
• Consumer credit and products reserved for regulated investment services outside ECSP scope are excluded.

Per-project cap

The aggregate amount raised for a single project may not exceed €5,000,000 over 12 months, across all channels (ECSP cap, Articles 1 and 2). Above that, the prospectus regime applies under capital-markets law. The AMF recommends clearly displaying this cap in offering documents (AMF — crowdfunding framework).

PSFP: authorization, governance and conflicts of interest

• Mandatory PSFP authorization and entry in the AMF public register. Always check the platform’s status on the AMF website (AMF).
• Formalized policies for project selection, complaints handling and business continuity.
• Strict conflicts-of-interest rules: remuneration transparency, restrictions on directors/employees investing in listed projects.

Investor protection

• Classification as “non-sophisticated” or “sophisticated” investors, with knowledge and loss-bearing-capacity tests.
• A pre-contractual reflection period of 4 calendar days for non-sophisticated investors after expressing interest.
• A standardized Key Investment Information Sheet (KIIS, FICI in French) for each offering, presenting risks, costs, scenarios, the platform’s historical defaults, etc. (Regulation 2020/1503).
• Enhanced warnings if a non-sophisticated investor’s commitment exceeds certain relative thresholds (per project).

Money flows and payment services

PSFPs may not hold client funds without appropriate authorization. In practice, they use an authorized payment services provider to collect and segregate funds. The ACPR supervises these prudential aspects (AMF – PSFP).

Secondary market and SPVs

• A bulletin board is permitted to facilitate information exchanges between investors, without internalizing order execution or creating a market.
• Special-purpose vehicles (SPVs) are possible in limited cases governed by ECSP (single underlying asset, cost transparency, no layering of fees).

Practical implications for issuers (startups and SMEs)

Before launching a campaign

• Check PSFP authorization of the chosen platform with the AMF and ensure documentation compliance (KIIS, risks, accounts, governance).
• Legally structure the transaction: capital increase, bond issue or similar instruments. For a share issue, review the procedure for a capital increase in a SAS/SARL and plan for provisions in the articles.
• Map investor rights: information, liquidity, governance. Certain professional-investor clauses (e.g. liquidation preference) are not always suitable for a dispersed crowd of shareholders; see the issues associated with a liquidation preference clause.
• Prepare your due diligence: financial statements, IP rights, GDPR compliance, key contracts, cap table. Our practical guides to legal due diligence and the data room will help organize evidence.

Mandatory documents

• KIIS that is clear, balanced and project-specific (not copied marketing copy); publication on the offering page with the required warnings (AMF — new framework).
• Financial statements (recent accounts), description of the business model, major risks, use of funds and timetable.
• Advertising: “clear, accurate and not misleading” content; strict consistency with the KIIS and legal notices (ECSP).

Tax treatment (outline, to check case by case)

• Loan interest received by individuals is generally subject to the 30% flat tax (PFU), including social levies. Specific rules may apply depending on the investor’s situation.
• An equity subscription may, subject to conditions, qualify for incentive schemes (e.g. PEA-PME, initial income-tax reduction), with strict and evolving eligibility rules. Refer to official practical factsheets (Service‑Public Pro and Bpifrance).

Tip: if deciding between an equity campaign and a bridge through convertible instruments, compare convertible notes and BSA-AIR to optimize speed and costs.

Platform obligations: operational compliance

• KYC/AML-CFT for project owners and investors (due-diligence and reporting obligations). The data processed is personal data and must comply with the GDPR (CNIL).
• Publication of historical default rates and loan scoring methodologies.
• Default management and recovery procedures described in the KIIS and on the website.
• Use of a PSP to collect and segregate client funds (unless independently authorized).
• Annual suitability test and loss simulation for non-sophisticated investors; opt-in mechanism with enhanced warnings above per-project thresholds.

Legal risks and penalties

Offering crowdfunding services without PSFP authorization, publishing misleading information or exceeding the €5m cap exposes the business to administrative enforcement measures and financial penalties from the AMF/ACPR, without prejudice to civil actions. AMF guides detail checks and compliance good practice (AMF — crowdfunding framework).

“Ready to raise” checklist for a successful campaign

• Confirm PSFP authorization and the scope of the platform’s services (AMF).
• Validate the transaction’s legal structure (equity/bonds) and internal delegated authorities.
• Draft a robust KIIS, with risk analysis, use of proceeds and timetable.
• Prepare a data room and investor FAQ consistent with the KIIS.
• Secure financial flows (PSP, segregation) and advertising disclosures.
• Monitor the €5m cap cumulatively over 12 months and document amounts raised through other channels.

Useful official resources

• Regulation (EU) 2020/1503 (ECSP) — European PSFP framework.
• AMF — new framework applicable to crowdfunding.
• AMF — operating as a PSFP.
• Ordinance no. 2014‑559 (history of the French framework).
• Service‑Public Pro — Business financing.
• Bpifrance — financing solutions and resources.